RESTRICTED STOCK AWARD AGREEMENT
Exhibit 10.4
THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is made effective and entered into as of
, by and between PIER 1 IMPORTS, INC., a Delaware corporation (the “Company”),
and (the “Grantee”).
WHEREAS, pursuant to the provisions of the Pier 1 Imports, Inc. 2006 Stock Incentive Plan (the
“Plan”), the Committee that administers the Plan has the authority to grant Awards under the Plan
to employees of the Company; and
WHEREAS, the Committee has determined that the Grantee be granted a Restricted Stock Award
under the Plan for the number of shares and upon the terms set forth below;
NOW, THEREFORE, the Company and the Grantee hereby agree as follows:
1. Grant of Award. The Grantee is hereby granted a Restricted Stock Award under the
Plan (this “Award”), subject to the terms and conditions hereinafter set forth, with respect
to restricted shares of Common Stock. Restricted shares of Common Stock covered by this
Award shall be represented by a stock certificate registered in the Grantee’s name, or designated
for the Grantee on the records of the Company’s transfer agent. Each stock certificate issued
shall bear the following or a similar legend:
“The transferability of this certificate and the shares of Common Stock represented hereby
are subject to the terms, conditions and restrictions (including forfeiture) contained in
the Pier 1 Imports, Inc. 2006 Stock Incentive Plan and the Restricted Stock Award Agreement
entered into between the registered owner and Pier 1 Imports, Inc. A copy of such plan and
agreement is on file in the offices of Pier 1 Imports, Inc., 000 Xxxx 0 Xxxxx, Xxxx Xxxxx,
Xxxxx 00000.”
Any Common Stock certificates evidencing such shares shall be held in custody by the Company or, if
specified by the Committee, with a third party custodian or trustee, until the restrictions thereon
shall have lapsed, and, as a condition of this Award, the Grantee shall deliver a stock power, duly
endorsed in blank, relating to the restricted shares of Common Stock covered by this Award.
2. Transfer Restrictions. Except as expressly provided herein, this Award and the
restricted shares of Common Stock issued with respect to this Award are non-transferable otherwise
than by will or by the laws of descent and distribution, and may not otherwise be assigned, pledged
or hypothecated or otherwise disposed of and shall not be subject to execution, attachment or
similar process. Upon any attempt to effect any such disposition, or upon the levy of any such
process, this Award shall immediately become null and void and the restricted shares of Common
Stock relating thereto shall be forfeited.
3. Restrictions. The restrictions on the shares of Common Stock covered by this Award
shall lapse and such shares shall vest at the rate of (i) thirty-three percent (33%) of such shares
on
the first anniversary date of grant of this Award, (ii) thirty-three percent (33%) of such shares
on the second anniversary date of grant of this Award, and (iii) thirty-four percent (34%) of such
shares on the third anniversary of the date of grant of this Award. Upon termination of employment
of the Grantee with the Company or any Affiliate of the Company (or the successor of any such
company) for any reason, the Grantee shall forfeit all rights in shares of Common Stock covered by
this Award as to which the restrictions thereon shall not have lapsed, and the ownership of such
shares shall immediately vest in the Company. For purposes of this Award, no termination of
Grantee’s employment shall occur as a result of the transfer of Grantee between the Company and any
Affiliate or as a result of the transfer of the Grantee between two Affiliates. The cessation of a
relationship between the Company and an Affiliate with which the Grantee is employed whereby such
company is no longer an Affiliate shall constitute a termination of employment of the Grantee.
4. Voting and Dividend Rights. During the period in which the restrictions provided
herein are applicable to the Common Stock covered by this Award, the Grantee shall have the right
to vote such shares and to receive any cash dividends paid with respect to such shares. Any
dividend or distribution payable with respect to restricted shares of Common Stock covered by this
Award that shall be paid in shares of Common Stock shall be subject to the same restrictions
provided for herein. Any dividend or distribution (other than cash or Common Stock) payable on
shares of the restricted shares of Common Stock covered by this Award, and any consideration
receivable for or in conversion of or exchange for the restricted shares of Common Stock covered by
this Award, unless otherwise determined by the Committee, shall be subject to the terms and
conditions of this Restricted Stock Award Agreement or with such modifications thereof as the
Committee may provide in its absolute discretion.
5. Distribution Following End of Restrictions. Upon the expiration of the
restrictions provided in Section 3 hereof as to any portion of the restricted shares of Common
Stock covered by this Award, the Company will cause a certificate evidencing such amount of Common
Stock to be delivered to the Grantee (or in the case of his death after such events cause such
certificate to be delivered to his or her legal representative, beneficiary or heir) free of the
legend regarding transferability; provided, however, that the Company shall not be obligated to
issue any fractional shares of Common Stock.
6. Tax Withholding. The obligation of the Company to deliver any certificate to the
Grantee pursuant to Section 5 hereof shall be subject to the receipt by the Company from the
Grantee of any minimum withholding taxes required as a result of the grant of the Award or lapsing
of restrictions thereon. The Grantee may satisfy all or part of such withholding tax requirement
by electing to require the Company to purchase that number of unrestricted shares of Common Stock
designated by the Grantee at a price equal to the Fair Market Value on the date of lapse of the
restrictions or, if the Common Stock did not trade on such day, on the first preceding day on which
trading occurred. The Company shall have the right, but not the obligation, to sell or withhold
such number of unrestricted shares of Common Stock distributable to the Grantee as will provide
assets for payment of any tax so required to be paid by the Company for Grantee unless, prior to
such sale or withholding, Grantee shall have paid to the Company the amount of such tax. Any
balance of the proceeds of such a sale remaining after the payment of such taxes shall be paid over
to Grantee.
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In making any such sale, the Company shall be deemed to be acting on behalf and for the account of
Grantee.
7. Securities Laws Requirements. The Company shall not be required to issue shares
pursuant to this Award unless and until (a) such shares have been duly listed upon each stock
exchange on which the Company’s Common Stock is then registered; and (b) the Company has complied
with applicable federal and state securities laws. The Committee may require the Grantee to
furnish to the Company, prior to the issuance of any shares of Common Stock in connection with this
Award, an agreement, in such form as the committee may from time to time deem appropriate, in which
the Grantee represents that the shares acquired by him under this Award are being acquired for
investment and not with a view to the sale or distribution thereof.
8. Incorporation of Plan Provisions. This Restricted Stock Award Agreement is made
pursuant to the Plan and is subject to all of the terms and provisions of the Plan as if the same
were fully set forth herein, and receipt of a copy of the Plan is hereby acknowledged. Capitalized
terms not otherwise defined herein shall have the same meanings set forth for such terms in the
Plan.
9. Miscellaneous. This Restricted Stock Award Agreement (a) shall be binding upon and
inure to the benefit of any successor of the Company, (b) shall be governed by the laws of the
State of Delaware, and any applicable laws of the United States, and (c) may not be amended without
the written consent of both the Company and the Grantee. No contract or right of employment shall
be implied by this Agreement, nor shall this Agreement interfere with or restrict in any way the
rights of the Grantee’s employer to discharge the Grantee at any time for any reason whatsoever,
with or without cause.
IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Award Agreement
here on the date first above written.
| COMPANY: | GRANTEE: | |||||||||
| Pier 1 Imports, Inc. | ||||||||||
By: |
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| Soc. Sec. # | ||||||||||
| Address: | ||||||||||
| Email: | ||||||||||
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